Conditioning
by Kay Ross
Summary: Yoruichi joins Soi-Fon for a round of push-ups and stretches. But when she finds her little bee sweating and panting, she had to do more than just stare and tease. Yuri. Smut. YoruSoi. Enjoy. Rated M.


**Alrighty, with "Gotei 13: The YoruSoi Taskforce" ending, I thought I'd do a few one-shots before venturing into another multi-chapter sequel which I'm planning. This is also a first try at anything 'M' rated so *holds breath and blushes* wish me luck.**

* * *

The Captain of the 2nd Division believed two things about perfection: First, that it was unattainable. Second, that all she does, she must do perfectly. These two paradoxical beliefs drive the small captain forward in her day-to-day living. Her eyes and her blade are sharper than they were the previous day, her footfalls come lighter than they were the previous week - everything better now than before. Only those who believe that they can _still_ and _must_ get better, grow stronger.

And because of this unattainable paradox, Soi-Fon would often find herself alone at the 2nd Division training grounds, at an ungodly hour of the night, going over basic routines until she came as close to perfection as can be. Her face was knotted in a scowl of concentration and her muscles coiled together in tension. Her breathing never missed a beat, and neither did her fists. _Never rust in your basics,_ she constantly reminded herself. If you do poorly at the foundation you'll do poorly everywhere else.

"You've been here for hours." A voice suddenly purred from above in the trees, cutting off her routine. "Can I steal you away now, little bee?"

Soi-Fon instinctively jumped and turned. "Damn. I should've been able to feel you there, Yoruichi-sama." Soi-Fon scowled, making a mental note to train with more sensitivity next time.

" _Yare, yare._ Loosen up." Yoruichi hopped down from the branch and landed beside her with a grin. "I put a lot of effort into hiding myself. I'd be hurt if you spotted me so easily." Soi-Fon noticed that Yoruichi wore an outfit similar to Soi-Fon's - sleeveless and black, except with skin-tight yoga pants which were so _delightfully_ fitted.

"Well, nothing ever came easy with you." Soi-Fon allowed herself to relax with a little smile.

"I'll take that as a compliment." Yoruichi snaked an arm around Soi-Fon's waist and cornered her into a quick kiss. "I've missed you, love. That's enough training for the day."

"I haven't even gone to conditioning yet, Yoruichi-sama. I'm afraid I can't skip that one." The young captain sighed.

She _did_ spend an awful lot of time training lately, even more time than she spent doing paperwork. The fact that Yoruichi had already come looking for her meant she was probably neglecting her girlfriend as well, and she felt a slight knot of guilt form in her stomach.

"I had a feeling you'd say something along those lines." Yoruichi smirked. "So I thought I'd join you instead!"

"To spar?"

"Goodness, no! I've had my fair share of crossing blows with you." Yoruichi held her palms up. "Conditioning sounds good. It's been ages since my last push-up."

"I suppose that _would_ be a good idea..."

"Great!" The elder girl grinned and started to jog in place and shake her hands. "So where do we start?"

Soi-Fon took an open stance and started rotating her head. "Stretching, Yoruichi-sama. Have you already forgotten what you've taught me?" She allowed herself a taunting smirk.

"I dunno." Yoruichi grinned back. "You play teacher this time, babe." She winked, thoroughly enjoying the blush spreading across her little lover's cheeks.

"R-right..." Soi-Fon shook her head to recover. "So, I guess you just follow me?"

"Right on you." Yoruichi held up a dark thumbs-up and proceeded to stretch her head in a similar manner. After the neck exercise, they proceeded to go lower and focus on the torso, twisting left and right and bending over at unparalleled flexibility. Soi-Fon couldn't help but trace the sinews of Yoruichi's toned back, conveniently exposed by the former captain's clothing - or scarcity thereof. A small hint of red found its way to her cheeks when Yoruichi rolled her shoulders, her toned arms and neck didn't seem even close to a hundred years behind condition.

"So by the way you're gawking, I'm guessing I've still got it?" Yoruichi smirked.

Soi-Fon's blush went from mild to furious, but she held her nerves and dared to step closer. Two could play at this game.

"We'll see about that." She inspected the elder girl stretch. "You do seem a bit stiff here, Yoruichi-sama." She said in a matter-of-fact voice, tracing her pale fingers over the smooth plane of muscles across Yoruichi's bare back, smirking slightly to herself when she felt goosebumps rise at the point of contact. She continued to observe, finding herself mesmerized by how she could see the muscles contract and release beneath dark skin.

"And how do you propose we fix that?" Yoruichi raised an eyebrow, unable to resist the smirk and lip-bite from Soi-Fon's contact.

"Relax for now." Soi-Fon stood behind Yoruichi and began to knead at the knots and contortions of Yoruichi's back, smoothing them away with strong yet gentle hands. Yoruichi leaned into the contact, closing her eyes and genuinely enjoying the back massage, acutely aware of Soi-Fon's light breathing brushing on her skin. She frowned when the contact was suddenly cut, and turned around to see Soi-Fon return to her original position.

"That was getting good," Yoruichi mock-whined.

"Exactly why we stopped. _Conditioning_ , remember?" Soi-Fon chided, to which Yoruichi only shook her head and complied.

"And next?"

"Stretching the lower body."

"That's gonna be fun." Yoruichi grinned, and Soi-Fon found herself swallowing - the blush was back again.

The two crouched down and did their lunges and stretches. Soi-Fon was beginning to suspect Yoruichi's increasingly distracting manner of stretching was on purpose. "I'm assuming you don't stretch like that around everyone." She said with an expectant look, doing her best to look at Yoruichi in the eyes and in the eyes _only._

"The best only for you," Yoruichi winked. "My little bee has nothing to worry about."

Somewhat relieved to hear this, Soi-Fon allowed then tension on her shoulders to slip away and closed her eyes while stretching. There was a sudden hitch in her even breathing when she felt a warm hand run up her outer thigh, and subsequently felt the jolt of electricity that traveled from there upwards and center - her abdomen was starting to feel increasingly warm.

"I'm just checking if you're stretching the leg right," Yoruichi purred into Soi-Fon's ear, suddenly standing behind the latter. "That was always your bad habit when you were younger." Soi-Fon clenched her jaw, finding it harder to keep her composure. The Onmitsukido uniform suited Yoruichi well, she thought.

It was simply so convenient to tear away.

Soi-Fon's attention snapped back to her. _Conditioning,_ she reminded herself. "Time for the work-out proper, Yoruichi-sama."

"Got that." Yoruichi returned her smirk, whispering the words into the back of Soi-Fon's neck before giving it a quick kiss.

The two assumed their training stances, having been riled up in more ways than was necessary. They didn't have weights to lift, so they had no choice but to make do with the surrounding trees and rocks. They began with pull-ups, choosing a suitable branch and using it the same way one uses a bar. They flipped up to above the branch and carried the weight of their bodies with only one arm, shifting between the left and the right, maintaining each one-hand-stand with ease. The work-out in itself was practically effortless to the two masters of Hakuda, and they found themselves enjoying idle conversation while going about the routine.

They had begun doing push-ups, and were both starting to sweat a bit.

Yoruichi couldn't resist staring.

Soi-Fon's face was beginning to flush red from the work out, and the sweat made her hair and uniform stick to her skin. Yoruichi didn't bother to hide her eyes wandering down to Soi-Fon's neck, her stiff shoulder muscles, her flexing biceps and her toned, _exposed,_ back. She went the extra mile and wandered farther south, spending a few more seconds on Soi-Fon perfectly defined ass.

The Goddess of Flash smiled as an idea flashed across her mind, getting up from her prone position and walking over to the sweating, panting Soi-Fon. The 2nd Division Captain had not broken her concentration since she begun the push-ups. She must've done countless push-ups by now, and opted to go slower than faster. _Slower push-ups are more painful,_ Yoruichi remembered telling Soi-Fon well over a hundred years ago, _but_ _the more time you spend in between the first and second position, the more that it makes you stronger._

She was glad for that century-old piece of advice, as she was now watching Soi-Fon ever so slowly rise from the ground, finding the tantalizingly slow movements difficult to ignore.

"Soi-Fon?" Yoruichi called out, voice laced with playfulness.

"Yes, Yoruichi-sama?" Soi-Fon stopped mid-pushup and looked up to her lover, maintaining her half-lifted, prone position on the ground.

"As your girlfriend, I feel that it's necessary for me to inspire you when you train or work out."

"W-what?" Soi-Fon watched as Yoruichi lowered herself to the ground once more.

"These kinds of exercises probably bore the shit out of you." Yoruichi smirked as she inspected Soi-Fon's stance. "Lift yourself up a bit."

Soi-Fon obliged, observing her with curious eyes and heavy breaths - _not_ due to the exercise. Yoruichi laid herself down, back on the dirt, and squirmed to fit underneath Soi-Fon. "I-Uh, W-what are you doing?" Soi-Fon was by now blushing furiously, looking down on Yoruichi who positioned her head directly beneath Soi-Fon's. The younger girl was pinning her down in this position - her arms were at either side of Yoruichi's head, and her feet were together and in between Yoruichi's legs.

Soi-Fon felt her cheeks burn, it was going to be an interesting work-out indeed.

"What are you doing?"

"Helping you."

"This is... very distracting."

"That's the point."

Soi-Fon stared down at Yoruichi and smirked. Fine, she was going to play along.

"Well?" Yoruichi raised an eyebrow in mock-authority. "Do your push-ups, solider."

"Much obliged," Soi-Fon slowly lowered her perfectly-stiff body towards Yoruichi's, and lifted back up at the last moment.

"Is that what you call a push-up?" Yoruichi's golden orbs bore down on Soi-Fon's iron eyes.

"I suppose not, Yoruichi-sama." Soi-Fon held their gaze and lowered herself once more, dipping her head to breath down Yoruichi's exposed neck, grinding her hips forward ever so slightly, making contact with the juncture of Yoruichi's legs underneath. The two women's breathing grew heavier, and so did the heat.

Yoruichi felt a groan escape from the back of her throat as Soi-Fon pushed herself back up. "Oh, you're going to have to do better."

"It seems so." Soi-Fon whispered, dipping herself back down, even lower, and pushing her lips on Yoruichi's. The elder of the two wholeheartedly obliged, raising her hands to entangle them in Soi-Fon's midnight hair as their lips crashed and their tongues danced. Yoruichi felt heat pool down below, and instinctively wrapped a leg around Soi-Fon's, writhing underneath her weight and warmth. Much to her dismay, however, Soi-Fon pushed back up.

"I believe I was in the middle of push-ups." Soi-Fon reminded her, beet-red with a blush.

"Yup, and now that you've pushed yourself up," Yoruichi wrapped her arms around Soi-Fon's neck. "Come back down here, _now._ " She pulled on Soi-Fon, and caught her in another heated kiss. Soi-Fon darted out her tongue again, and this time she traced it along Yoruichi's jaw. Yoruichi threw her head back, allowing Soi-Fon access to her neck which she immediately took advantage of. "S-Soi... Agh!" Soi-Fon was always gentle to her, she noticed. However, the feather light breaths and kisses Soi-Fon left was driving her on the edge, and she couldn't suppress the moan when Soi-Fon began raking her teeth along her smooth, chocolate skin. But once again, Soi-Fon pushed up - this time, Yoruichi caught her in another kiss and bit on Soi-Fon's lower lip, an extremely seductive attempt to keep Soi-Fon from rising. But still, she rose, her swollen lips parted in anticipation.

"Yoruichi-sama." Soi-Fon whispered, dropping all pretenses of doing push-ups and laying her palm on Yoruichi's flat stomach. She leaned down and kissed the Goddess of Flash on her forehead, and lower to her nose, down to her mouth where she stayed and begun another heated make-out session. The hand on Yoruichi's stomach searched for the fold of her uniform, and she slipped her deft fingers underneath it.

"Really, - _ah-,_ out here?" Yoruichi couldn't hide the amusement of her voice between Soi-Fon kisses, which were slowly getting more forceful.

"Everyone's asleep." Soi-Fon returned to Yoruichi's neck. She traced the line of her goddess's pulse with a dexterous tongue , arriving at the earlobe and helping herself to nibble and suck at it. She pulled on the cloth her fingers were toying with, and urged the fabric to open, baring Yoruichi's torso. She ghosted her fingertips over the dips and hollows of Yoruichi's sides, her waist, her navel, feeling every inch - holding herself up with the support of only her other arm.

"You aren't fair." Yoruichi looked up with a smile and pulled on Soi-Fon's sash, watching with satisfaction as Soi-Fon's top loosened. She snaked her arms inside, and was much less subtle. Yoruichi trailed her fingers upwards towards Soi-Fon's chest, gently massaging along the way, brushing against already erect nipples and settling a digit on her lips. "Say ' _ah_ '." Soi-Fon parted her lips slightly, and Yoruichi slid a finger inside, getting thoroughly turned on with the sight of Soi-Fon hovering above her, top open and sucking on her index finger. She pulled her finger out and brought it down south once again, stimulating Soi-Fon's already hard nipple with her saliva-coated finger.

"A-ah!" Soi-Fon bit down a moan. "That feels good."

"Mm, I bet." Yoruichi started licking down Soi-Fon's neck and collarbone, capturing a stiffened nub between her lips. She started sucking on the nipple while her hands went around to grab Soi-Fon's ass.

"Ungh, Yoruichi-sama..." Came Soi-Fon's low, crooning moans. Soi-Fon decided to return the favor, massaging Yoruichi's breasts with her free hand and pinching on her nipples. Soon, she gave up on supporting herself with another arm and dropped on top of Yoruichi, wrapping herself around the older woman in a writhing tangle of teasing, sweating and sucking.

"Ah!" Yoruichi bit down a particularly load moan as Soi-Fon begun grinding on her while teasing both her nipples and sucking on her neck.

"Mm," The raven-haired girl whispered. "Let's get out of here."

"With pleasure."

* * *

The couple had barely even closed the door of Soi-Fon's living quarters when Soi-Fon pushed Yoruichi up her living area's wall. Yoruichi allowed herself to be lifted up and wrapped her legs around her lover, following the rhythm of Soi-Fon vigorously dry-humping her. They were deep in a passionate kiss, with Soi-Fon grabbing Yoruichi's ass to hold her up and Yoruichi's hands practically pulling on Soi-Fon's hair.

"Agh, ah! Soi!" Yoruichi breathed out her name as she felt Soi-Fon grind harder against her. "Put me down." The older girl said through hissing breaths.

Soi-Fon gave her a confused look and nodded. "I'm sorry- Is something wro-" Soi-Fon was cut off by Yoruichi's lips, and the older girl maneuvered them to switch positions, grabbing Soi-Fon's wrists and pinning them to the wall with one hand.

"My turn." Yoruichi grinned, biting down the side of Soi-Fon's neck and sliding her free hand down the younger girl's front. Yoruichi trailed kisses even lower, ending at a hardened nipple which she began rapidly licking.

"Yoruichi-sama!" Soi-Fon threw her head back in pleasure. Yoruichi continued her work and pulled on the sash keeping Soi-Fon's hakama in place. When the lower garment fell away, Yoruichi cupped Soi-Fon's already wet sex through her underwear and started gently kneading at it.

Yoruichi lifted her head back to Soi-Fon's ear, licking it nice and slowly. "You are getting me so fucking horny, Soi-Fon."

Soi-Fon was too busy bucking her hips to respond, whimpering against Yoruichi's hair and clawing at her back. "Yoruichi." She growled, "Bed, now."

The elder woman smiled against Soi-Fon's skin. "I love it when you're like that." Soi-Fon spared no second to waste as she pushed their bodies away from the wall and launched into Yoruichi, catching in her another make-out session as they stumbled towards the bedroom. Clothes were haphazardly tossed away and they soon found themselves entangled on Soi-Fon's bed. "I'm all yours," Yoruichi whispered, loving how Soi-Fon was getting rougher by the minute.

"Mine, Yoruichi." Soi-Fon laid on her back as Yoruichi straddled her, shivering when she felt the heat of Yoruichi's hot, wet womanhood rub against hers. Yoruichi learned down and they kissed once more, bucking her hips against Soi-Fon as the latter grabbed her ass. The two women felt fire. Some nights they wanted love, other nights they wanted to _fuck_.

Tonight was the latter.

Yoruichi traced a thumb over Soi-Fon's hardened nipple. "You want me?" she asked in heated whispers, their entire bodies rocking from rubbing their two pussies.

"Yes." Soi-Fon's hand snaked across Yoruichi's inner thigh, she bit down lightly at Yoruichi's salty neck and shoulders. "I want you."

"Show me." Yoruichi moaned. She opened her legs wider, allowing Soi-Fon's wandering hand to brush against her sex. She gasped when Soi-Fon suddenly pushed her and sat up, grabbing Yoruichi around the waist and pulling her so that she was sitting on Soi-Fon's lap. Her legs were at either side oft he captain's body and her arms hooked around Soi-Fon's petite neck. "S-Soi!" Yoruichi screamed, her back arching as Soi-Fon plunged two fingers into her wet pussy. "Fuck!"

"I intend to," Soi-Fon said through raspy breathing, barely able to contain herself as she began pumping in and out of Yoruichi. She felt the wetness coat her fingers and started gliding in faster, curling her fingers and pushing in deeper - Yoruichi was by now moving up and down, faster and faster, dragging her nails along Soi-Fon's back in a manner that was sure to leave delectable scars. It hurt good, Soi-Fon thought.

"Ugh, ah! Soi-Fon! Harder!" Yoruichi abandoned all signs of restraint or composure when Soi-Fon started licking at her nipples in coordination with her finger. Soi-Fon kept an arm around Yoruichi's waist, keeping the dark-skinned girl securely in place as she rode the young captain.

Soi-Fon continued working her tongue on Yoruichi's nipples, switching between the two and biting down gently.

"Faster, Soi..." Yoruichi pleaded, mouth agape in pleasure, her chest was heaving in heavy breaths and sweat and it only drove Soi-Fon further to the edge. The younger girl obliged, years of training and flexibility paying off in sexual prowess as she slipped a third finger into Yoruichi's dripping womanhood - earning a delicious a moan - and going in and out, rhythmically faster and harder. "Yes, ah! Ugh, Soi-Fon..." Yoruichi's hips bucked faster, and her legs were threatening to strangulate Soi-Fon's figure as they wrapped themselves around her. The clawing on her back and the pulling on her hair ceased as Yoruichi held a vice grip around Soi-Fon's neck instead, desperately clinging to keep her composure as she felt the tension building up threaten to explode. "Soi, you're going to make me cum..." She moaned through gritted teeth.

"Cum for me?" Soi Fon whispered into the older woman's ear as she continued her work, lifting her thumb so as to rub on Yoruichi's clit while her fingers entered in and out. This did it for the Shihoin.

"Ah, that feels so good, Soi!" Yoruichi started to convulse, and soon Soi-Fon felt the walls of Yoruichi's pussy tighten around her fingers, and wetness rush out as Yoruichi's body shook in ecstatic pleasure. Yoruichi screamed her lover's name, followed by a parade of obscenities for pleasure. "SOI!" Yoruichi dug her nails down Soi-Fon's skin as she was overcome by release. When her climax had simmered down, she fell limp on her lover, who caught her with a surprising gentleness.

"Well, looks to me like you enjoyed yourself." Soi-Fon smiled, kissing Yoruichi lightly and stroking her back and purple locks.

"That was amazing. Damn..." Yoruichi caught her breath, observing Soi-Fon's soothing actions. "You go from animal to angel in seconds, little bee. It's adorable." She grinned. "But I'm not done yet."

Soi-Fon watched as Yoruichi crawled back on top of her, fully recovered from her earlier orgasm. Yoruichi opted to paint a picture on Soi-Fon's skin, gliding her tongue from her navel, up her breasts, sucking a little on a nipple before crossing the hollow of her neck up to her ear. "You'll like this." She sucked on Soi-Fon's earlobe. "It's your favorite." She said with a wink.

Soi-Fon couldn't help but bite her lip. She couldn't wait for what was next. Yoruichi had begun placing hot, wet kisses all over Soi-Fon. The latter was exhausted from earlier exertion, and was now laying down to be subject to Yoruichi's whims. The purple haired woman was a tease, she knew, judging from the way her breath and kisses were so light she could barely feel them - but at the same time she couldn't feel anything else. Every nerve responded with rapid firing, each successive burst travel down south to the growing tension between her legs. Yoruichi slipped a hand down and gently massaged Soi-Fon's wet pussy, getting the juices on her fingers before she pulled it out, and seductively sucked on the juices, licking them off her fingers nice and slow.

"Like it?" Yoruichi purred. Soi-Fon slowly nodded, gaze attached to every curve and feature on the dark, naked body at her front. Yoruichi started to crawl southwards, leaving a trail of bites and kisses. "Good." Yoruichi crawled even farther down, parting Soi-Fon's toned legs to seek the treasure in between. "My, my do you look _delicious._ "

"Well are you just going to stare?"

Yoruichi flashed another grin. "I love it when you're impatient." She blew on Soi-Fon's aching sex, satisfied with how wet and warm it looked. She kissed the skin in the periphery and gave a long, slow lick over her outer lips.

"S-Stop teasing." Soi-Fon stuttered, shivering from the pleasure.

"And do what instead?" Yoruichi teased.

"Me."

"What was that?" Yoruichi licked her lips, eyeing the pink, swelling pussy in front of her.

"Eat me out."

"How can I say no," Yoruichi whispered on the sensitive skin before taking an engorged clitoris and sensually sucking and lapping at it. Soi-Fon threw her head back and drew sharp, labored breaths. Her hands found their way to Yoruichi's hair, and her legs wrapped themselves around the latter's neck.

"H-harder." The younger girl whimpered. "Agh, ah! Yoruichi-sama!"

"I love it when you moan," Yoruichi thrust her tongue inside, tasting the tangy juice and feeling the hot walls contract. She flicked as fast as she could, inching her head forward and backwards as she serviced Soi-Fon. The captain was moaning the most delightful of sounds, and calling for Yoruichi and Yoruichi _only._ She kept eating her out, finding her lover's sex irresistible to please, going faster as Soi-Fon had begun bucking her hips and grinding against her.

"Ahh, ahh... Yoruichi..." Soi-Fon's eyes were shut and her chest was heaving, she wanted release. She could feel it building in between her legs already - an aching pleasure knotting and building up on itself. Yoruichi exited Soi-Fon and returned to pleasure the sensitive nub above the opening, taking the clitoris back into her mouth and flicking it with her tongue as fast as she could. "AHH!" Soi-Fon's breathing grew stark and her moans grew higher by pitch, "Yoruichi-sama! Right there!" Yoruichi obliged, going even harder and lightly biting down the nub - driving Soi-Fon over the edge. Yoruichi felt little hands tremble and pull at her hair. She thrust her tongue inside Soi-Fon's pussy once she felt her orgasm begin, and brought a thumb to service her clitoris at the same time, dead-set on making sure Soi-Fon had the release of a lifetime. The younger girl bucked and writhed, one hand pulling on Yoruichi and the other almost tearing out the bed sheet. "Y-Yoruichi-sama!" Soi-Fon's voice resounded as she came, and Yoruichi relished the juices which flowed into her mouth from the release.

"You taste good," She smiled, licking Soi-Fon's pink lips one last time before returning to face her at eye-level. "I hope you weren't disappointed." She winked.

"I don't even... I-Uh... wow." Soi-Fon stammered, relishing the aftershock slicked in sweat and limp underneath Yoruichi.

The former captain smirked and placed a quick peck on Soi-Fon's lips before settling down and cuddling into the panting, tired mess. "Hey, you're forgetting something." She nudged Soi-Fon's nose with her own.

The younger kissed Yoruichi's nose. "Love you."

"Love you too." The Shihoin grinned. "Post-sex, disheveled Soi-Fon is adorable."

Soi-Fon smirked, brushing a few strands of Yoruichi's damp hair aside. "The preposition "post" saddens me in that it implies sex is over."

"Wow," Yoruichi's smiled widened. "you really _are_ after a work out."

* * *

 **This is my first lemon huhuhuhuhuhuhuhuhuhuhuhuhuhuhuhuh so how was it? :3 I thought of trying it out in a one-shot first, since in the future stories I have in mind sex scenes would be necessary. But I didn't really know how to make them so here ya go! Constructive reviews would be suuuuper duper appreciate guys, thanks!  
**


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